Bleichroeder Acquisition Corp. II 10-Q

Item 1. Financial Statements. BLEICHROEDER ACQUISITION CORP. II CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) Assets Current Assets Cash $ 866,407 $ — Prepaid expenses 51,913 4,503 Short Term prepaid insurance 152,500 ― Total current assets 1,070,820 4,503 Deferred offering costs — 217,025 Long-term prepaid insurance 76,250 — Investments held in Trust Account 292,280,120 — Total Assets $ 293,427,190 $ 221,528 Liabilities and Shareholders’ Deficit Current Liabilities Accrued offering costs $ 75,000 $ 10,791 Accrued expenses 6,153,980 300 Promissory note – related party — 248,013 Total Current Liabilities 6,228,980 259,104 Deferred underwriting fee 12,250,000 — Total Liabilities 18,478,980 259,104 Commitments and Contingencies Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.17 and $ 0 per share at June 30, 2026 and December 31, 2025, respectively 292,280,120 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at June 30, 2026 and December 31, 2025 — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 28,750,000 shares subject to possible redemption) — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 9,583,333 shares issued and outstanding at June 30, 2026 and December 31, 2025 958 958 Additional paid-in capital — 24,042 Accumulated deficit ( 17,332,868 ) ( 62,576 ) Total Shareholders’ Deficit ( 17,331,910 ) ( 37,576 ) Total Liabilities and Shareholders’ Deficit $ 293,427,190 $ 221,528 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 BLEICHROEDER ACQUISITION CORP. II CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2026 Formation, general, and administrative costs $ 2,265,709 $ 7,173,851 Loss from operations ( 2,265,709 ) ( 7,173,851 ) Other income Interest earned on marketable securities held in Trust Account 2,564,397 4,780,120 Total other income 2,564,397 4,780,120 Net income (loss) $ 298,688 $ ( 2,393,731 ) Weighted average shares outstanding Class A ordinary shares, basic and diluted 28,750,000 27,320,442 Basic and diluted net income (loss) per Ordinary Share, Class A Ordinary Shares $ 0.01 $ ( 0.06 ) Weighted average shares outstanding, Class B ordinary shares, basic 9,583,333 9,521,178 Basic net income (loss) per Ordinary Share, Class B Ordinary Shares $ 0.01 $ ( 0.06 ) Weighted average shares outstanding, Class B ordinary shares, diluted 9,583,333 9,583,333 Diluted net income (loss) per Ordinary Share, Class B Ordinary Shares $ 0.01 $ ( 0.06 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 BLEICHROEDER ACQUISITION CORP. II CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — January 1, 2026 — $ — 9,583,333 $ 958 $ 24,042 $ ( 62,576 ) $ ( 37,576 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 10,921,599 ) ( 12,312,164 ) ( 23,233,763 ) Sale of 7,750,000 Private Placement Warrants — — — — 7,750,000 — 7,750,000 Fair value of Public Warrants at issuance — — — — 3,373,333 — 3,373,333 Allocated value of transaction costs to Class A ordinary shares — — — — ( 225,776 ) — ( 225,776 ) Net loss — — — — — ( 2,692,419 ) ( 2,692,419 ) Balance – March 31, 2026 (unaudited) — — 9,583,333 958 — ( 15,067,159 ) ( 15,066,201 ) Accretion for Class A ordinary shares to redemption amount — — — — — ( 2,564,397 ) ( 2,564,397 ) Net income — — — — — 298,688 298,688 Balance – June 30, 2026 (unaudited) — $ — 9,583,333 $ 958 $ — $ ( 17,332,868 ) $ ( 17,331,910 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BLEICHROEDER ACQUISITION CORP. II CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) Cash Flows from Operating Activities: Net loss $ ( 2,393,731 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 4,780,120 ) Changes in operating assets and liabilities: Prepaid expenses ( 199,910 ) Long-term prepaid insurance ( 76,250 ) Accrued expenses 6,153,680 Net cash used in operating activities ( 1,296,331 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 287,500,000 ) Net cash used in investing activities ( 287,500,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 282,500,000 Proceeds from sale of Private Placements Warrants 7,750,000 Repayment of promissory note - related party ( 256,872 ) Payment of offering costs ( 330,390 ) Net cash provided by financing activities 289,662,738 Net Change in Cash 866,407 Cash – Beginning of period — Cash – End of period $ 866,407 Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 75,799 Deferred offering costs paid by Sponsor through promissory note - related party $ 8,859 Deferred underwriting fee payable $ 12,250,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Bleichroeder Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On February 19, 2026, the Company acquired 100% of the issued and outstanding equity of Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France (“Initial Merger Sub”), resulting in Initial Merger Sub becoming a wholly-owned subsidiary of the Company solely for the purpose of effectuating the Business Combination. On May 20, 2026, the Company acquired 99.99998% of Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), with the other 0.00002% owned by Michel Combes. On May 26, 2026, the Company, Initial Merger Sub, Parent Merger Sub, and Pasqal (as defined below) entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement, pursuant to which Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed, all of Initial Merger Sub’s rights and obligations as “Parent Merger Sub” as defined under the Business Combination Agreement (as defined below), such that Parent Merger Sub was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement for all purposes from and after that date. On the same day, the Company disposed of the Initial Merger Sub to its original seller. On May 26, 2026, the Company disposed of the Initial Merger Sub, and the Initial Merger Sub was no longer a wholly-owned subsidiary of the Company. As of June 30, 2026, the Company had not yet commenced operations. All activity for the period from August 27, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues prior to the completion of the Business Combination and generates non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Bleichroeder Sponsor 2 LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2026. On January 9, 2026, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option of 3,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 . Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,750,000 private placement warrants (each a “Private Placement Warrant”) at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 7,750,000 . Of those 7,750,000 Private Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants, and the underwriters, Cohen & Company Capital Markets (“CCM”) and Clear Street LLC (“CS”), purchased 2,750,000 Private Placement Warrants (or 2,612,500 and 137,500 Private Placement Warrants, respectively). Transaction costs amounted to $ 17,870,483 , consisting of $ 5,000,000 of cash underwriting fee, $ 12,250,000 of deferred underwriting fee, and $ 620,483 of other offering costs. 5 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on January 9, 2026, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), with U.S.-based trust account, Continental Stock Transfer & Trust Company, acting as trustee, which will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders. The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share. The Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. 6 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Business Combination Agreement On February 28, 2026 (the “Signing Date”), the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, each as defined below, and may be further amended, supplemented or otherwise modified from time to time in accordance with its terms the “Business Combination Agreement”), by and among the Company, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France and, at signing, a wholly owned subsidiary of the Company (“Initial Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (“Pasqal”). On May 26, 2026, the Company, Initial Merger Sub, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), and Pasqal entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement (“Amendment No. 1”), pursuant to which Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed, all of Initial Merger Sub’s rights and obligations under the Business Combination Agreement, and Parent Merger Sub was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement for all purposes from and after that date. On June 25, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No. 2 to the Agreement and Plan of Merger (“Amendment No. 2”). On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No. 3 to the Agreement and Plan of Merger (“Amendment No. 3”). Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions therein, (i) the Company will merge with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent Merger Sub being the surviving entity of the Reincorporation Merger (“Parent Surviving Corporation”), and (ii) as promptly as practicable after the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), Pasqal will merge with and into the Parent Surviving Corporation by way of a merger by absorption ( fusion-absorption ) in accordance with the applicable provisions of the French Commercial Code ( Code de commerce ), including Articles L. 236-1 et seq (the “Merger”, and together with the Reincorporation Merger, the “Mergers”), with Parent Surviving Corporation being the surviving entity of the Merger and changing its name to “Pasqal Holding SA” or such other name selected by Pasqal (“New Pasqal”). 7 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 16, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods. Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to January 9, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 500,000 (Note 5). As of June 30, 2026, the Company had $ 866,407 of cash and had a working capital deficit of $ 5,158,160 . In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements--Going Concern,” as of this filing, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Completion Window. Principles of Consolidation Bleichroeder Acquisition 2 France was incorporated as a société par actions simplifiée under the laws of the Republic of France on March 15, 2022. On February 19, 2026, the Company purchased 100 % of the issued and outstanding equity of Bleichroeder Acquisition 2 France (“Initial Merger Sub”), resulting in Initial Merger Sub becoming a wholly-owned subsidiary of the Company solely for the purpose of effectuating the Business Combination. Bleichroeder Acquisition France Merger Sub 2 (“Parent Merger Sub”) was incorporated a société anonyme formed under the laws of the Republic of France on May 19, 2026, solely for the purpose of effectuating the business combination. On May 26, 2026, in connection with Amendment No. 1 to the Business Combination Agreement, Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed all of Initial Merger Sub’s rights and obligations as “Parent Merger Sub” under the Business Combination Agreement, such that Parent Merger Sub was substituted for Initial Merger Sub for all purposes from and after that date. On the same day, the Company disposed of the Initial Merger Sub. 8 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) As of June 30, 2026, Parent Merger Sub’s issued and outstanding share capital consisted of 500,000 ordinary shares, of which 499,999 shares were held by Bleichroeder and one(1) share was held by Michel Combes. Parent Merger Sub does not own any material assets or conduct any business activities other than activities incidental to effectuating the Business Combination. The address and telephone number for Parent Merger Sub’s principal executive officers are the same as those for Bleichroeder. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 866,407 of cash and did not have any cash equivalents as of June 30, 2026. The Company did not have any cash or cash equivalents, as of December 31, 2025. 9 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Investments Held in Trust Account As of June 30, 2026, the assets held in the Trust Account amounting to $ 292,280,120 , were held in mutual funds composed of U.S. treasury securities. As of December 31, 2025, the Company did not have any assets in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed consolidated financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrant Instruments The Company accounted for the Public and Private Placement Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. 10 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Share-Based Payment Arrangements The Company accounts for share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation” (“FASB ASC 718”), which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants ( 3,373,333 ) Class A ordinary shares issuance costs ( 17,644,707 ) Plus: Accretion of carrying value to redemption value 23,233,763 Class A ordinary shares subject to possible redemption, March 31, 2026 289,715,723 Plus: Accretion of carrying value to redemption value 2,564,397 Class A ordinary shares subject to possible redemption, June 30, 2026 $ 292,280,120 11 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and the Private Warrants in the calculation of diluted net income (loss) per ordinary share, because in the calculation of diluted net income (loss) per ordinary share, their exercise is contingent upon future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per-share amounts): For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Class A Class B Class A Class B Basic net income (loss) per ordinary share   Numerator: Allocation of net income (loss) $ 224,016 $ 74,672 $ ( 1,775,106 ) $ ( 618,625 ) Denominator:   Basic weighted average shares outstanding   28,750,000 9,583,333 27,320,442 9,521,178 Basic net income (loss) per ordinary share   $ 0.01 $ 0.01 $ ( 0.06 ) $ ( 0.06 ) For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Class A Class B Class A Class B Diluted net income (loss) per ordinary share   Numerator: Allocation of net income (loss) $ 224,016 $ 74,672 $ ( 1,772,116 ) $ ( 621,614 ) Denominator:   Diluted weighted average shares outstanding   28,750,000 9,583,333 27,320,442 9,583,333 Diluted net income (loss) per ordinary share   $ 0.01 $ 0.01 $ ( 0.06 ) $ ( 0.06 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. 12 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 9, 2026, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants — As of June 30, 2026, there were 17,333,333 Warrants outstanding, including 9,583,333 Public Warrants and 7,750,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. 13 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,750,000 private placement warrants (each “Private Placement Warrant”, collectively the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 7,750,000 . Of those 7,750,000 Private Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants, and the underwriters, CCM and CS, purchased 2,750,000 Private Placement Warrants, (or 2,612,500 and 137,500 private placement warrants, respectively). 14 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 22, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, through payments of offering costs and expenses on the Company’s behalf, for which the Company issued 9,583,333 Class B ordinary shares, known as founder shares, to the Sponsor. Up to 1,250,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On January 9, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,250,000 Founder Shares are no longer subject to forfeiture. The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as Public Shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into a letter agreement, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company Amended and Restated Memorandum and Articles of Association, and (v) prior to, or in connection with, the closing of the initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of the approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). 15 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) On November 18, 2025, the Sponsor granted membership interests which equate to an aggregate of 300,000 founder shares to the Chief Operating Officer and membership interests which equate to 200,000 founder shares to the Chief Financial Officer. Also, On November 24, 2025, the Sponsor granted membership interests of an aggregate of 30,000 founder shares to the two independent directors ( 15,000 each). All membership interests were granted in exchange for their services as director and officers through the Company’s initial Business Combination. The membership interests shall return to the Sponsor if the director is no longer serving the Company on or prior to the initial Business Combination. The granting of the membership interests equating to founder shares to the two independent directors, to the Chief Operating Officer, and to the Chief Financial Officer is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 30,000 membership interests issued to the two directors and 500,000 membership interests issued to the Chief Operating Officer and Chief Financial Officer on November 18, 2025 and November 24, 2025, was $ 1,562,530 or $ 2.948 and $ 2.951 , respectively, per share. The Company established the initial fair value of the founder shares on November 18, 2025 and November 24, 2025, using a calculation prepared by a third party valuation team which takes into consideration the implied share price of $ 9.88 on both dates, risk-free rate of 3.94 % and 3.95 %, respectively, and remaining term of 0.14 and 0.12 years, respectively. The membership interests were assigned subject to performance conditions (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the transfer of founder shares. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. On February 6, 2026, the Sponsor issued 15,000 Class A Units to an individual. The units represent an indirect interest in 15,000 Founder Shares. The fair value of the shares as of February 6, 2026, was determined to be $ 3.77 per share for an aggregate amount of $ 56,550 . The transfer was made in accordance with the terms of the Company’s operating agreement. The transfer of these shares is contingent on the completion of a business combination. The expense will be recorded when the contingent event of a business combination becomes probable. As of June 30, 2026, the closing of the business combination was not considered to be probable. On April 1, 2026, the Sponsor issued 15,000 Class A Units to an individual. The units represent an indirect interest in 15,000 Founder Shares. The fair value of the shares as of April 1, 2026, was determined to be $ 9.95 per share for an aggregate amount of $ 149,250 . The transfer was made in accordance with the terms of the Company’s operating agreement. The transfer of these shares is contingent on the completion of a business combination. The expense will be recorded when the contingent event of a business combination becomes probable. As of June 30, 2026, the closing of the business combination was not considered to be probable. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 500,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering. As of June 30, 2026 and December 31, 2025, the Company borrowed a total of $ 0 and $ 248,013 under the promissory note. At the closing of the Initial Public Offering, on January 9, 2026, the Company paid the outstanding borrowings in full and borrowings under the promissory note are no longer available. Service Agreement The Company has agreed, upon the completion of the Initial Public Offering, to pay an affiliate of the Chief Operating Officer (“COO”) $ 18,000 per month, then upon the completion of initial Business Combination or liquidation, an amount equal to $ 600,000 less the total amount of all such monthly payments made up to that time, for services as COO pursuant to an advisory agreement. Prior to initial Business Combination, no payments under this agreement shall be made from amounts held in the Trust Account. As of June 30, 2026 and December 31, 2025, $ 103,935 and $ 0 has been incurred and paid for these services and is reflected in the condensed consolidated statement of operations. 16 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,000,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the middle east conflicts. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the middle east conflicts and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the middle east conflicts and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants (and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) and Private Placement Warrants (and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) that may be issued upon conversion of Working Capital Loans, if any, and any Class A ordinary shares issuable upon conversion of the founder shares and any Class A ordinary shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands excluding short form demands, and have piggyback registration rights. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the underwriters may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 17 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Underwriting Agreement The underwriters have a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On January 9, 2026, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 5,000,000 ( 2.0 % of the gross proceeds of the Units sold in the Initial Public Offering) which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.00 % of the gross proceeds of the Initial Public Offering held in the Trust Account, up to $ 12,250,000 in the aggregate upon the completion of the Company’s Initial Business Combination subject to the terms of the underwriting agreement. Accrued expenses Accrued expenses increased from $ 300 at December 31, 2025 to $ 6,153,980 at June 30, 2026, primarily due to increased accrued legal fees related to the Business Combination Agreement with Pasqal and will be paid at the closing of the Business Combination. Business Combination Agreement On Signing Date, the Company entered into the Business Combination Agreement, by and among the Company, the Initial Merger Sub, and Pasqal. On May 26, 2026, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement pursuant to Amendment No. 1. On June 25, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No. 2. On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No. 3. Pursuant to the Business Combination Agreement, as amended, among other things and subject to the terms and conditions therein, (i) the Company will merge with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent Merger Sub being the surviving entity of the Reincorporation Merger (“Parent Surviving Corporation”), and (ii) as promptly as practicable after the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), Pasqal will merge with and into the Parent Surviving Corporation by way of a merger by absorption ( fusion-absorption ) in accordance with the applicable provisions of the French Commercial Code ( Code de commerce ), including Articles L. 236-1 et seq (the “Merger”, and together with the Reincorporation Merger, the “Mergers”), with Parent Surviving Corporation being the surviving entity of the Merger and changing its name to “Pasqal Holding SA” or such other name selected by Pasqal (“New Pasqal”). Private Placement Investment In connection with the transactions contemplated by the Business Combination Agreement, on March 4, 2026, Bleichroeder, Initial Merger Sub and the accredited investors named therein (the “Existing Purchasers”) entered into a Securities Purchase Agreement (the “SPA”). On May 23, 2026, Bleichroeder, Initial Merger Sub, Inflection Point Asset Management LLC and an accredited investor advised by Inflection Point Asset Management LLC (the “New Purchaser” and, together with the Existing Purchasers, the “Investors”) entered into Amendment No. 1 to the SPA (the “SPA Amendment”), which increased the aggregate subscription price under the SPA by $ 50.0 million and joined the New Purchaser as an additional Investor under the SPA. In connection with Amendment No. 1 to the Business Combination Agreement, on May 26, 2026, Initial Merger Sub and Parent Merger Sub also entered into an assignment and assumption agreement pursuant to which Parent Merger Sub assumed all of Initial Merger Sub’s rights and obligations under the SPA and Initial Merger Sub was released from such obligations arising from and after that date. Pursuant to the SPA, as amended by the SPA Amendment, the Investors have agreed, among other things, subject to certain conditions, to purchase $ 312 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Shares (the “Senior Unsecured Convertible Bonds”) and warrants to purchase a number of New Pasqal Shares equal to 125 % of the total number of New Pasqal Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing (the “Investment Warrants”), for an aggregate purchase price of $ 250 million, reflecting a 20 % original issue discount (the “Investment”). The closing of the Investment shall occur substantially concurrent with the Closing. In accordance with the French Commercial Code, the Senior Unsecured Convertible Bonds will be issued pursuant to the Terms and Conditions ( termes et conditions des obligations convertibles en actions ordinaires ) attached to New Pasqal’s shareholders decision issuing the Senior Unsecured Convertible Bonds (the “Senior Unsecured Convertible Bonds Terms and Conditions”), and the Investment Warrants will be issued pursuant to the Terms and Conditions ( termes et conditions des bons de souscriptions d’actions ) attached to New Pasqal’s shareholders decision issuing the Investment Warrants (the “Investment Warrants Terms and Conditions”). 18 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 7. SHAREHOLDER’S DEFICIT Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption.) Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were 9,583,333 Class B ordinary shares outstanding. The founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) all ordinary shares issued and outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the closing of the initial Business Combination (subject to certain exclusions described herein) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination, and any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and in connection with any amendment to the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete its initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to, or in connection with, the closing of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. 19 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Public Warrants is $ 3,373,333 , or $ 0.352 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants: January 9, 2026 Underlying stock price $ 9.93 Exercise price $ 11.50 Volatility 5.00 % Probability of De-SPAC and market adjustment 27.7 % Risk-free rate 3.87 % Warrant term (years) 7.00 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Level June 30, 2026 December 31, 2025 Asset: Investments held in Trust Account – U.S. Treasury Securities 1 $ 292,280,120 $ — NOTE 9. SEGMENT INFORMATION FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment. 20 BLEICHROEDER ACQUISITION CORP. II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: June 30, 2026 December 31, 2025 Cash $ 866,407 $ — Investments held in Trust Account $ 292,280,120 $ — For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Formation, general, and administrative costs $ 2,265,709 $ 7,173,851 Interest earned on investments held in Trust Account $ 2,564,397 $ 4,780,120 The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, January 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, (the “Trust Agreement”). Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination or similar transaction within the Completion Window. The CODM also reviews Formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net loss are reported on the statement of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No. 3 to the Agreement and Plan of Merger (“Amendment No. 3”), which amended and restated the provision of the Business Combination Agreement governing the equity incentive plan to be adopted by the Parent Surviving Corporation in connection with the Business Combination. As amended by Amendment No. 3, the long-term incentive plan (the “LTIP”) will provide for awards in the form of founder’s warrants or free shares of up to 10% of the aggregate number of the Parent Surviving Corporation’s shares issued and outstanding immediately after the closing of the Business Combination on a fully-diluted and as-converted basis (after giving effect to any redemptions by the Company’s shareholders). Amendment No. 3 further provides that the Company and Pasqal will negotiate additional edits to the LTIP, including vesting criteria for new award recipients based on performance conditions, in good faith based on recommendations from Pasqal’s compensation consultant, subject to approval of the Parent Surviving Corporation’s board of directors. 21